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Original-Research: OHB SE - from NuWays AG

09.08.2024 / 09:06 CET/CEST
Dissemination of a Research, transmitted by EQS News - a service of EQS
Group AG.
The issuer is solely responsible for the content of this research. The
result of this research does not constitute investment advice or an
invitation to conclude certain stock exchange transactions.

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Classification of NuWays AG to OHB SE

Company Name: OHB SE
ISIN: DE0005936124

Reason for the research: Update
Recommendation: SELL
from: 09.08.2024
Target price: EUR 44.00
Last rating change:
Analyst: Henry Wendisch

Approaching deal closing, all eyes on Belgium

Topic: With yesterday's Q2 results, mangement reiterated its view, that the
KKR-takeover should close 'this summer'. In detail:

Current status: Currently, the only remaining condition is the FDI approval
of Belgium, regarding OHB subsidiary Antwerp Space N.V. All other offer
conditions have already been met. However, the long-stop date (30th
September 2024), on which all offer conditions must be met, is a mere 7
weeks ahead.

What is taking so long? According to management, the main reason behind the
late FDI approval of Belgium should be thatt he authorities have started to
look into case after Germany has given its FDI approval on 29th May '24.
Given the usual 60-100 days it takes, the approval should come soon.

Fulfillment of offer conditions expected before long-stop date: Management
nevertheless feels comfortable to announce the closing before the long-stop
date while keeping close contact to KKR and Belgian authorities. Given that
all other countries gave a positive FDI approval and the fact that USbased
KKR will remain a minority shareholder, there should not be any national
security or other strategic risks related to this deal for Belgium, in our
view.

But what if not? In the event of a negative or no FDI approval of Belgium,
the takeover document states, that KKR would need to waive the offer
condition before the end of the acception period (already over per 3rd Nov.
2023). Consequently, the takeover offer would lapse and the tendered shares
will be returned to the original shareholders. Nevertheless, OHB would
likely still delist in this case in our view, given that KKR and Fuchs
Family still own >75% (ex shares held for tender). Just the squeeze-out (SO)
threshold of 95% would be further away.

All in all, there are no major reasons speaking against an FDI approval of
Belgium, which is holding back the transfer of tendered shares to KKR. Given
the comprehensible reason for the delay, we expect Belgian's FDI approval
and the consequent closing of the transaction before the long-stop date.

Against this backdrop, we stick to our SELL rating for those investors who
have not tendered their shares in order to mitigate the risk of owning a
highly illiquid or delisted stock that seeks a SO thereafter.

You can download the research here: http://www.more-ir.de/d/30409.pdf
For additional information visit our website: www.nuways-ag.com/research

Contact for questions:
NuWays AG - Equity Research
Web: www.nuways-ag.com
Email: research@nuways-ag.com
LinkedIn: https://www.linkedin.com/company/nuwaysag
Adresse: Mittelweg 16-17, 20148 Hamburg, Germany
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Diese Meldung ist keine Anlageberatung oder Aufforderung zum Abschluss
bestimmter Börsengeschäfte.
Offenlegung möglicher Interessenskonflikte nach § 85 WpHG beim oben
analysierten Unternehmen befinden sich in der vollständigen Analyse.
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1964451 09.08.2024 CET/CEST

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